UNITED STATES
SECURITIES AND EXCHANCE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1 )*
BIOMETRX, INC
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
09064J201
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
Rule 13d-1 (b)
X Rule 13d-l (c)
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act hut shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 10 pages
CUSIP No. 09064J201
1. Names of Reporting Persons. Paul J. Coviello
I.R.S. Identification Nos. of above persons (entities only).
______________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
__________________________________________________________________________
3. SEC Use Only
_________________________________________________________________________
4. Citizenship or Place of Organization United States
__________________________________________________________________________
Number of
shares
Beneficially
owned by Each
Reporting Person
With:
5. Sole Voting Power
6. Shared Voting Power 1,657,950
7. Sole Dispositive Power
8. Shared Dispositive Power 1,657,950
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,657,950
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) "
11. Percent of Class Represented by Amount in Row (9) 9.96%
_____________________________________________________________________________
12. Type of Reporting Person (Sec Instructions) IN
_____________________________________________________________________________
Page 2 of 10 pages
CUSIP No. 09064J201
1. Names of Reporting Persons. Linden Growth Partners Master Fund L.P.
I.R.S. Identification Nos. of above persons (entities only).
____________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
____________________________________________________________________________
3. SEC Use Only
____________________________________________________________________________
4. Citizenship or Place of Organization Cayman Islands
____________________________________________________________________________
Number of
shares
Beneficially
owned by Each
Reporting Person
With:
5. Sole Voting Power
6. Shared Voting Power 1,657,950
7. Sole Dispositive Power
8. Shared Dispositive Power 1,657,950
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,657,950
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.96%
____________________________________________________________________________
12. Type of Reporting Person (Sec Instructions) PN
____________________________________________________________________________
Page 3 of 10 pages
CUSIP No. 09064J201
1. Names of Reporting Persons. Linden Capital Management IV, LLC
I.R.S. Identification Nos. of above persons (entities only).
___________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
___________________________________________________________________________
3. SEC Use Only
___________________________________________________________________________
4. Citizenship or Place of Organization Delaware
___________________________________________________________________________
Number of
shares
Beneficially
owned by Each
Reporting Person
With:
5. Sole Voting Power
6. Shared Voting Power 1,657,950
7. Sole Dispositive Power
8. Shared Dispositive Power 1,657,950
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,657,950
____________________________________________________________________________
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) "
11. Percent of Class Represented by Amount in Row (9) 9.96%
____________________________________________________________________________
12. Type of Reporting Person (Sec Instructions) OO
____________________________________________________________________________
Page 4 of 10 pages
CUSIP No. 09064J201
1. Names of Reporting Persons. Linden Asset Management, Inc.
I.R.S. Identification Nos. of above persons (entities only).
____________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
_____________________________________________________________________________
3. SEC Use Only
_____________________________________________________________________________
4. Citizenship or Place of Organization Pennsylvania
_____________________________________________________________________________
Number of
shares
Beneficially
owned by Each
Reporting Person
With:
5. Sole Voting Power
6. Shared Voting Power 1,657,950
7. Sole Dispositive Power
8. Shared Dispositive Power 1,657,950
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,657,950
____________________________________________________________________________
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.96%
____________________________________________________________________________
12. Type of Reporting Person (Sec Instructions) CO
____________________________________________________________________________
Page 5 of 10 pages
Item 1.
(a) The name of the issuer is: BioMetrx, Inc.
(b) The principal executive office of the Issuer is located at 500
North Broadway, Suite 204, Jericho, NY 11753
Item 2.
(a) This statement (this "Statement") is being filed by Paul J. Coviello,
the controlling member of Linden Capital Management IV, LLC, a Delaware
limited liability company ("LCM"), and Linden Asset Management, Inc., a
Pennsylvania corporation ("LAM"). LCM serves as the general partner of Linden
Growth Partners Master Fund L.P., a Cayman Islands exempted limited
partnership (the "Fund"), and LAM serves as the investment manager of the
Fund. Paul J. Coviello, LCM, LAM and the Fund are collectively referred to
herein as the "Filers", The Fund is a private investment vehicle formed for
the purpose of investing and trading in a wide variety of securities and
financial instruments. The Fund directly owns the shares reported in this
Statement. Each Filer disclaims beneficial ownership with respect to any
shares other than the shares owned directly by such Filer.
(b) The principal business office of the Filers is 718 S. State Street,
Suite 101, Clarks Summit, PA 18411.
(c) For citizenship information see Item 4 of the cover sheet of each
Filer.
(d) This Statement relates to the common stock of the Issuer, par
value $.001 per share ("Common Stock").
(e) The CUSIP Number of the Common Stock is 09064J201
Item 3. If this statement is filed pursuant to 240.13d-1(b), or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) Broker or dealer registered under section 15 of the Act (IS U.S.C. 78o).
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e) An investment adviser in accordance with 240.13d-1 (b)(1 )(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with 240.13d-1
(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance with 240.13d-1
(b)(1)(ii)(G);
(h) A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) A church plan that is excluded from the definition of an investment
company under section 3(c)(l4) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) Group, in accordance with 240.13d-l(b)(1)(ii)(J),
Not applicable.
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Filer, which information is
given as of December 31, 2007. The percentage ownership of each Filer is
based on 16,641,426 shares of Common Stock issued and outstanding on December
31, 2007 as reported by the Issuer to the Filers.
As of December 31, 2007 LGP beneficially owns 1,657,950 shares of common
stock to include exercisable warrants representing 9.96% of all issued and
outstanding shares of Common Stock as reported by the Issuer to the Filers.
Page 6 of 10 pages
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [].
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
(a) Not applicable.
(b) By signing below I certify that, to the best of my knowledge and
belief; the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
Page7 of 10 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: February 27, 2008
___________________________
Paul J. Coviello
Linden Capital Management IV, LLC
By:_____________________________
Paul J. Coviello, Manager
Linden Asset Management, Inc.
By:_____________________________
Paul J. Coviello, CEO
Linden Growth Partners Master Fund, LP
By: Linden Capital Management IV, LLC
General Partner
By:_____________________________
Paul J. Coviello, Manager
Page 8 of 10 pages
EXHIBIT INDEX
Exhibit No. 1
Document:
Joint Filing Agreement, dated February 27, 2008,
among Paul J. Coviello, Linden Capital Management IV,
LLC, Linden Asset Management, Inc. and Linden Growth
Partners Master Fund L.P. to file this joint statement on
Schedule 13G
Page 9 of 10 pages
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-I (k) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule I 3G (including amendments thereto)
with respect to the Common Stock, par value $.001 per share, of BioMetrx,
Inc. and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filing.
Dated: February 27, 2008
___________________________
Paul J. Coviello
Linden Capital Management IV, LLC
By:_____________________________
Paul J. Coviello, Manager
Linden Asset Management, Inc.
By:_____________________________
Paul J. Coviello, CEO
Linden Growth Partners Master Fund, LP
By: Linden Capital Management IV, LLC
General Partner
By:_____________________________
Paul J. Coviello, Manager
Page 10 of 10 pages